tiktok³ÉÈË°æ

1. Earn-out Provisions: Used when part of purchase price is contingent on future performance

2. Employee Matters: Required when there are specific arrangements for employee transfers or retention

3. Real Estate: Needed when property transfers are a significant part of the transaction

4. Intellectual Property: Important when IP assets are material to the business

5. Environmental Matters: Necessary for businesses with environmental risks or compliance requirements

6. Tax Covenant: Detailed tax provisions when tax risks are significant

7. Transitional Services: Required when seller will provide services post-completion

8. Bank Financing: Needed when purchase is contingent on obtaining financing

9. Parent Company Guarantee: Used when parent company guarantees are required

1. Schedule 1 - Details of the Target Company: Corporate information, shareholding structure, and key details of the target

2. Schedule 2 - Conditions Precedent: Detailed list of all conditions to be satisfied before completion

3. Schedule 3 - Completion Obligations: Detailed list of documents and actions required at completion

4. Schedule 4 - Warranties: Comprehensive list of seller's warranties

5. Schedule 5 - Properties: Details of all real estate owned or leased

6. Schedule 6 - Intellectual Property: List of all IP rights owned or licensed

7. Schedule 7 - Material Contracts: Summary of key business contracts

8. Schedule 8 - Employees: Details of key employees and employment terms

9. Schedule 9 - Accounts: Recent financial statements and management accounts

10. Schedule 10 - Tax Affairs: Summary of tax positions and ongoing matters

11. Appendix A - Form of Resignation Letters: Template resignation letters for outgoing directors

12. Appendix B - Form of Board Resolutions: Template board resolutions for completion

13. Appendix C - Disclosure Letter: Seller's disclosures against the warranties